Subject to the remaining provisions in these Conditions A Fitness High shall provide the Services for a period as defined in the Proposal from the Commencement Date and thereafter unless or until notice is served in accordance with clause 7.
- The Client shall provide free of charge:
premises with suitable light, hot water and other facilities which may be required to enable A Fitness High to carry out the Services;
- Suitable and safe accommodation for any equipment and materials as A Fitness High deems necessary to leave on the Client's premises;
- Access to the premises referred to in the Proposal in order to enable A Fitness High to provide the Services from time to time.
- The Client agrees to disclose any medical conditions and/or injuries which may impact on the fitness regime and services provided and further indemnify A Fitness High against any injury, illness or adverse effects arising out of non-disclosure.
- The Client agrees to permit A Fitness High to record images, including but not limited to, video, photographic and digital forms and any rights associated in such imagery vest with A Performance High.
- Upon A Fitness High receiving written confirmation that the Client accepts the Proposal A Fitness High shall use all reasonable endeavours to provide the Services subject to the Proposal and these Conditions.
- Once the Proposal has been accepted by the Client it may not be cancelled (in whole or part) or varied by the Client except with the express agreement in writing of A Fitness High and on terms that the Client shall indemnify A Fitness High in full against all loss (including loss of profit), costs (including cost of all labour and materials used), damages, charges and expenses incurred by A Fitness High as a result of cancellation or variation including (without limitation) any cancellation and/or penalty charges imposed on A Fitness High by any third party.
- No variation to the Conditions shall be binding unless agreed in writing between the Client and A Fitness High.
- All prices quoted in the Proposal are valid for thirty days only or until earlier confirmation by the Client after which time they may be altered by A Fitness High. A Fitness High reserves the right to make periodic pricing adjustments at the beginning of each year without giving notice to the Client.
- The Client shall pay A Fitness High the Charges and any additional sums which are agreed between A Fitness High and the Client for the provision of the Services. Charges are based on period contract rates as per the Proposal and payable as per the Proposal.
- If payment is not made as per the Proposal A Fitness High shall be entitled, without limiting any other rights it may have:
- To charge interest on any outstanding amount. Interest will be charged at 3% above the Bank of England base rate in addition to any and all Management time, Court Charges and professional fees incurred in recovering the debt. We accept credit (except AMEX) cards for payment of an invoice, a 3% handing fee will be chargeable, and debit cards are accepted at no additional charge.
- In the event of late payment, A Fitness High reserves the right to cancel the Services or suspend further provision of the Services without further notice.
- Any issues with regard to quality, standards or pricing on any works must be reported to A Fitness High within 14 days of works being undertaken as failure to report any occurrence will invalidate any claim.
Warranties and Liability
- A Fitness High warrants to the Client that the Services will be provided using reasonable care and skill.
- Except in respect of death or personal injury caused by A Fitness High’s negligence, or as expressly provided in these Conditions, A Fitness High shall not be liable to the Client by reason of any representation (unless fraudulent), or any implied warranty, condition or any other term, or any duty at common law, or under the express terms of these Conditions, for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of A Fitness High, its servants or agents or otherwise) which arise out of or in connection with the provision of the Services and the entire liability of A Fitness High under or in connection with these Conditions shall not exceed the [amount paid by the Client for the provision of the Services in any consecutive twelve month period] except as expressly provided in these Conditions.
- A Fitness High shall not be liable to the Client or be deemed to be in breach of A Fitness High obligations in relation to the Services, if the delay or failure was due to any cause beyond A Fitness High reasonable control.
Either party shall be entitled to terminate the Services provided by A Fitness High hereunder by giving prior written notice as stipulated in the Proposal.
- The Client shall not during the term of the Services and for a period of (Six) months after expiry or termination howsoever caused solicit or engage A Fitness High’s staff who have been employed or engaged in the provision of the Services (in whole or part).
- In the event that the Client is in breach of clause 8.1 above then the Client shall indemnify A Fitness High against all costs claims and expenses that are incurred as a result of such breach including (without limitation) the costs incurred in employing a substitute person and training the said person to a similar standard to the person who has been solicited. This provision shall be without prejudice to A Fitness High’s ability to seek injunctive relief.
- These Conditions together with the Proposal constitute the entire agreement between the parties and supersede any previous agreement or understanding. All other terms and conditions express or implied by statute or otherwise are excluded to the fullest extent permitted by law.
- Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to the other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
- No failure or delay by either party in exercising any of its rights under these Conditions shall be deemed to be a waiver of that right and no waiver by either party of any breach of the Conditions by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.
If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected.
- A Fitness High shall be entitled to assign or otherwise transfer or use the services of a sub-contractor agent or otherwise in order to carry out any of its rights and obligations under these Conditions.
- English and Welsh law shall apply to the contract and the parties agree to submit to the jurisdiction of the English and Welsh courts.
- Other than expressly permitted it is not intended that a third party has a right to enforce a provision of this agreement under the Contracts (Rights of Third Parties) Act 1999.
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